The cooperative shall be named ABookCoOp, hereafter "the Cooperative". The
Cooperative shall be incorporated in the state of Wisconsin. The Cooperative
to do business as TomFolio.com.

II. Membership:

A. Eligibility and acceptance:

1.Membership in the Cooperative shall be open and limited to any used-book-dealer
company that owns and maintains a retail business and physical inventory from
which it makes retail sales of used books, used ephemera and used periodicals
to the public, and from which it makes such retail sales through but not limited
to the Cooperative (hereafter Member Companies).

2. Membership shall be vested in the company, whether corporation, partnership,
sole proprietorship, doing business as, or other legal entity. Only members
whose fees are not in arrears more than 30 days, at the time of any vote, shall
be considered Voting Members, and allowed to vote, participate in any meetings,
or partake in business discussions. Each member company shall have only one
(1) vote on all matters before the Cooperative (hereafter Voting Members). Each
Member Company shall be allowed to use one (1) and only one (1) e-mail and internet
address. The initial membership shall consist of the incorporators of the Cooperative.
To be eligible for subsequent consideration for membership, any natural or legal
person, partnership, joint venture, association or other party applicant must
submit an application for membership and subscription for Membership Stock and
other stock conforming to these bylaws and to cooperative policy as established
by the Board of Directors from time to time.

3. In addition to IIA1 and to policies established by the Board of Directors
from time to time, the criteria and qualifications for membership shall include
the following:

a. No applicant shall have publicly issued its stock or other securities. No
Member Company shall publicly issue its stock or other securities

b. No applicant or Member Company shall operate under a franchise, syndicate,
or "chain" arrangement.

c. No applicant or Member Company shall have ownership in, operate or be a
developer of a database on the Internet or other electronic venues that presents
two or more used book dealers' inventories for retail sale that is in competition
with the Cooperative. No applicant or member shall be a competitor of the Cooperative.

d. No applicant or Member Company, shall be a legal person, partnership, joint
venture, association or other party one of whose principals as determined by
the Board of Directors is not qualified for membership in the cooperative.

4. Each Member Company of the Cooperative shall hold one and only one share
of Membership Stock and such additional shares of other classes of stock and
such additional capital accounts as may be required by Cooperative policy adopted
annually by the Board of Directors as determined by a two-thirds majority of
the Member Firms voting on such proposed policy.

5. Each Member Company which is not an individual shall designate a person
to act on the member's behalf in conducting the affairs of the Cooperative.
In the event a member withdraws such designation from a person serving as an
officer or director of the Cooperative, the office held by that person shall
be deemed vacant and the vacancy will be filled as provided in these Bylaws.
In the event a Member Company cannot agree on the identity of a designated representative,
the right of that Member Company to participate in the affairs of the Cooperative
shall be suspended until a properly designated representative can be selected.

6. The Board of Directors shall receive all applications for membership together
with appropriate stock subscriptions, and shall act on all applications, exercising
its exclusive judgment in the interest of the Cooperative. No applicant shall
be entitled to membership as a matter of right, and the decision of the Board
of Directors shall not be subject to review.

7. The Board of Directors may at its sole discretion and acting without prior
notice by 2/3 vote of disinterested directors in office terminate the membership
of any Member Company if the Board determines to its satisfaction that the Member
Company or any of its principals has conducted business activities contrary
to the best interests of the Cooperative, or if the Board of Directors determines
that the Member Company has violated the terms of its application, subscription,
or any other contract with the Cooperative. Grounds for termination shall include
without limitation:

a. Default in database subscription fees or other charges by the Cooperative;

b. Unauthorized disclosure of trade secrets or intellectual property of the
Cooperative;

c. Changes in business operations or organization resulting in disqualification
under membership criteria and qualifications.

B. Stock Requirements of Membership

1. Each Member Company shall hold one and only one share of Membership Stock

2. Member Companies may acquire additional non-member stock and such additional
equity interests in the Cooperative as may be created from time to time, but
no member or stockholder shall have a pre-emptive right to acquire additional
shares or equity interests.

3. The stock requirements of membership shall be determined by a 2/3 majority
of members at an Annual Meeting, Special Meeting or postal mail ballot.
4. A Member Company may resign from membership by delivering a written notice
of resignation together with the certificate of membership stock to the Secretary
of the Cooperative. Upon receipt of such resignation, the Secretary shall inform
the Board of Directors, which shall in its discretion either issue to the former
member non-member stock of equal par value or redeem the stock so surrendered.

III. Member Meetings

A. The Annual Meeting of the Cooperative shall be held at the principal place
of business of the Cooperative or any place conveniently located within the
area served by it and at such time as the Board of Directors shall determine
within nine (9) months after the close of the fiscal year at the call of the
President or as determined by the Board of Directors. The Agenda for the Annual
Meeting shall be determined by the Board of Directors. However, items and resolutions
for consideration at the Annual Meeting shall be placed upon the agenda upon
the receipt of written petitions of 30% of the members submitted to the Secretary
no later than 45 days prior to the Annual Meeting.

B. Special Member meetings may be called by the president, by the majority
vote of the entire Board of Directors or by petition of 40% of the membership
submitted in writing to the Secretary. The motion of the Board of Directors
or the petition of the members calling a Special Member Meeting shall state
the agenda of the proposed meeting and the full text of any resolutions to be
presented to the meeting. Special meetings shall be held at the principal place
of business of the Cooperative or at any other place conveniently located within
the area served by it. The Special Member Meeting shall be held no earlier than
60 days nor later than 90 days after the vote of the Board of Directors or receipt
of sufficient petitions from the members calling for such a meeting.

C. Notice of all Annual and Special Member Meetings shall be given to all Member
Companies, personally or by mail at their last known address, at least 10 days
and not more than 30 days prior to the date of the meeting, and shall contain
the agenda and the names of any Director candidates nominated for election at
the meeting.

D. A quorum at Annual and Special Member Meetings shall be the minimum number
of members required by Wisconsin law.

E. Voting: The Board of Directors may provide for a mail ballot on specific
questions including elections submitted for a vote of the membership. In addition,
at any regular Annual or Special Member Meeting legally called, a written and
signed vote by an absent member may be submitted if such member has been previously
notified in writing of the exact motion or resolution upon which the vote is
taken. Member Companies represented by ballot or signed vote shall be counted
in computing a quorum but only for those questions as to which the ballot or
signed vote is taken.

IV. Election of Directors

A. The Board of Directors shall appoint a Nominating Committee no earlier than
120 days nor later than 45 days prior to the Annual Meeting. The Nominating
Committee shall consist of at least three members in good standing. In order
to be eligible, a prospective nominee must be a Voting Member as defined in
II.A.2, at the time of nomination, and any subsequent vote. The Nominating Committee
shall report its slate of candidates for Director in writing to the Secretary
no later than 45 days prior to the Annual Meeting. Nominations for Director
may also be made by petition of 10% of the members submitted in writing to the
Secretary no later than 45 days prior to the Annual Meeting. Persons nominated
must notify the Secretary that they are willing to serve no later than 45 days
prior to the Annual Meeting. The election of Directors shall be held at the
Annual Meeting. Election of Directors shall be by simple majority of those members
present and voting in person and those members who have properly submitted mail
ballots. Contested elections will be conducted by secret, written ballot.
B. Upon receipt by the Secretary of written petitions from 40% of the Member
Companies requesting the removal from office of an elected Director, the Board
of Directors shall present such proposed removal to the membership for a mail
ballot within 30 days of receipt of said petitions. Such removal shall become
effective immediately upon a two-thirds approval of all voting Member Companies.

V. Board of Directors

A. The Board of Directors shall consist of not less than five (5) nor more
than nine (9) members of the Cooperative as determined by the Board, elected
annually at the annual membership meeting, serving staggered terms of 3 years,
without limitation as to successive terms. Directors shall take office immediately
upon election. During the first three years after the first election following
incorporation, the secretary shall determine by lot assignment initial partial
terms among directors prior to their election to achieve appropriately staggered
terms among directors. After such initial partial terms, all terms shall then
be full three-year terms.

B. A director who fails to attend half of the regular Board meetings consecutively
in a six-month period shall have thereby resigned.

C. Any vacancy among Directors may be filled by appointment by the Board of
Directors. A Director so appointed shall act as Director and shall serve until
the next annual meeting, at which the members shall elect a director to complete
the pertinent term.

D. The Board of Directors shall establish a schedule of regular meetings which
shall be held at least quarterly, at such times and places as it shall determine.
Distribution of a schedule of times and places of regular meetings to all directors
shall constitute sufficient notice to conduct any legal business of the Board
at meetings held as scheduled. Notwithstanding any other provision of this section,
the first meeting of the Board of Directors to be held after the Annual Election
shall be called by the outgoing President who shall also chair said meeting
the first order of business of which shall be the election of officers.

E. Special meetings of the Board may be called by an officer or any two directors
upon actual notice to all directors at least 48 hours in advance of the meeting.

F. A quorum of directors shall be a majority of directors in office.

G. The Board of Directors shall have the responsibility and authority for the
management and operations of the Cooperative as mandated by the laws of Wisconsin.

H. The Board of Directors shall establish the par value of any stock issued
by the Cooperative.

VI. Officers

A. At the first meeting following the annual meeting of members, the Board
of Directors shall elect a President and Vice President from among the Directors,
and may, in their discretion, combine the office of Secretary and Treasurer.
All such officers shall hold office for a term of one year, or until their successors
have been elected and qualified. Such officers may be removed by the Board and
successors elected at any Board meeting.

B. The officers shall perform such duties as are ordinarily assigned to such
officers in the normal course of business. The President and the Secretary shall
have authority to sign all documents within the scope of the implied or express
authorization of the Board of Directors, the Wisconsin cooperative Law, and
the Articles of Incorporation and By Laws of this cooperative. The Secretary
and the Treasurer shall perform the usual duties of those offices. The Vice
President shall act as President in the absence or disability of the President.

VII. Stock and Allocation

A. In addition to stock held by members as required by cooperative policy,
any member and any other person or party legally qualified to do so may hold
any number of share of non-member stock, within the limits of authorized capital.
Stockholders shall have such voting rights as are established by Chapter 185,
Wisconsin Statutes.

B. Stock:

1. Promptly following acceptance of a subscription for the purchase of stock
and receipt of appropriate funds, the secretary shall record the owners name
on the corporation's permanent records. The person in whose name a share stand
on the books of the corporation shall be deemed by the corporation to be the
owner thereof for all purposes, and the address provided by the owner shall
stand as the address for all purposes until the owner notifies the secretary
in writing of any change.

2. Stock shall be without pre-emptive right and may be retired or redeemed
in whole or in part as to any class by the Cooperative at any time as determined
by the Board of Directors, upon paying to its holders the par value thereof
plus any accrued and unpaid dividends thereon upon surrender of the certificates
evidencing such shares, and the Board may select which particular shares it
will so retire or redeem, either by action taken from time to time or policy.

3. Issuance and transfers of stock shall only be made with the approval of
the Board of Directors and shall only be made upon the books of the Cooperative
by the stockholder in person or pursuant to a power-of-attorney duly executed
and acknowledged and filed with the secretary and upon surrender of the certificate
for such shares; and no transfer shall be made unless and until any and all
indebtedness owing to the Cooperative by the stockholder has been paid in full.
The Cooperative shall have a first lien and right to set-off against the capital
stock and any other capital accounts of the cooperative for any debt due it
by the holders thereof.

4. Membership Stock shall be converted to non-membership stock upon termination
of that membership, unless recalled in the discretion of the Board.

C. Allocation, Distribution and Reserves:

1. The Cooperative shall apportion and distribute proceeds in accordance with
185.45(1), (2), (3), (5), and (6), and not in accordance with 185.45 (4), Wisconsin
Statutes, or the pertinent successor provisions.

2. For purposes of such apportionment and distribution, total proceeds shall
consist of any and all sums received from any source whatsoever exclusive of
subscribed capital, amounts held on deposit or escrow for services or goods
to be performed or delivered in the future, and borrowed sums; and shall be
received and held by the association for and as the property of its patrons,
subject to the deductions therefrom and distribution thereof as provided herein.

4. The records of the association shall always show the interest of the members
in the reserves and surplus of the association.

5. The Board shall create appropriate reserves.

6. The Board in its discretion may apply all or any part of net proceeds to
losses incurred in prior years as the interests of the Cooperative require;
and may apportion losses as the interests of the Cooperative and the patrons
may require.

7. Each member of this cooperative as of the effective date of this by-law
who continues as a member after such date, and each person who shall after such
date become a member shall, by such act alone, consent that the amount of any
distribution with respect to patronage occurring in any fiscal year of the association
beginning after December 31, 1962, and which are made in written notices of
allocation (as defined in 26 USA 1388), and which are received by said member
from the Cooperative, will be taken into account at their stated dollar amounts
in the manner provided in 26 USA 1384(a), less any amount which may be excluded
under 26 USCA 1385(b) in the taxable year in which such written notices of allocation
are received by said member.

VIII. Administration and Rules

A. Temporary Committees: The Board may create from the Director and membership
of the Cooperative, and others, such temporary and standing committees as it
may from time to time in its discretion decide. The powers of such committees
shall be specifically stated by resolution of the Board of Directors, and in
no case shall any such committee exceed the powers conferred by such resolution.

B. Standing Committees: The Board may appoint the following standing committees:

1) an Executive Committee consisting of three directors the officers which
shall have the powers conferred upon executive committees under Section 185.33
of the Wis. Stats. 1985, as that statute may be amended from time to time.

2) a Finance Committee, consisting of the Treasurer (acting as Committee Chairman)
,director and one non- Board member selected by President with the approval
of the Board of Directors. The Finance Committee shall meet at least quarterly
to review the finances and budget of the Cooperative, report the status of the
both to the Board, and make such financial recommendations to the Board as the
Committee shall see fit.

3) a Bylaws Committee, consisting of two Directors and one non-board member
selected by the President with the approval of the Board of Directors. The Committee
shall meet at least annually to review the status of the Bylaws and recommend
any needed revisions to the Board of Directors. The Committee shall also act
as the interpreter of these Bylaws, subject to review by the majority vote of
the Board of Directors in consultation with the legal counsel of the Cooperative.

C. Directors shall not receive compensation for the performance of their respective
duties in their capacity as Directors.

D. All directors and employees handling funds of the Cooperative shall be covered
by fidelity bond for the faithful performance of their duties, in such amounts
as may be required by the Board.

E. Books of account of the Cooperative shall be reviewed and reported on at
least once a year by accountants selected by the Board, and an annual report
including such accounting information or appropriate summaries thereof shall
be available to the membership.

F. Except as otherwise specifically provided by the Articles of Incorporation,
these bylaws, or by resolution or rule duly adopted, meetings of the Cooperative
and of any body of the Cooperative shall be governed by the most current edition
of Roberts Rules of Order as published by HarperCollins or its successor.

G. The fiscal year of the cooperative shall end on December 31.

H. The cooperative shall have no seal.

IX. Enactment, Amendment and Repeal of Bylaws and Articles

A. The Board of Directors may amend any bylaw except Section IV by 2/3 vote
at any meeting the notice of which included the subject matter of the amendment.
Any amendment so adopted shall be included in the notice of the next annual
meeting and shall be reported to the next annual meeting.

B. These bylaws may be amended at any meeting of the members the notice of
which included the subject matter of the amendment. Amendment shall require
the approving vote of 2/3 of the members voting.